UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 28, 2026

FLASH SPORTS & MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

1140 Avenue of the Americas, Suite 920

New York, New York 10036

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (720) 390-3880

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure 

On September 28, 2026, Flash Sports & Media Holdings, Inc. (the “Company”) issued a press release providing a corporate update on its OTC trading, the Company’s OTCQB Application process and its upcoming Nasdaq hearing.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 

Item 8.01 Other Events.

Flash Sports & Media Holdings, Inc. (the “Company”) hereby reports that its 2026 annual meeting of stockholders (the “Annual Meeting”), previously scheduled for September 28, 2026, has been cancelled. The Company will provide updated information regarding the rescheduling of the Annual Meeting in a subsequent filing.

Additionally, on Friday, September 25^th, 2026, the Company’s common stock commenced trading on the OTCID Markets under the symbol “FLZH” and the Company has further filed its OTCQB listing application., which is currently pending.

As previously reported on the Company’s current report on Form 8-K, filed on August 21, 2026, the NASDAQ panel has scheduled the Company’s continued listing hearing on October 6, 2026.

The Company will provide its shareholders with an update regarding the outcome of the hearing in a subsequent filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.